Annual Report & Notice of AGM

VARROC/SE/INT/2026-27/43 July 28, 2026 The Manager – Listing The Manager – Listing The Listing Department, The Corporate Relation Department, National Stock Exchange of India Limited BSE Limited Exchange Plaza, Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Dalal Street, Fort, Bandra (East), Mumbai-400051 Mumbai-400001. NSE Symbol: VARROC BSE Security Code: 541578 Dear Sir/ Madam, Sub: Notice of the 38th Annual General Meeting of the Company (‘AGM’) and Annual Report for the Financial Year ended March 31, 2026 Ref: Regulation 34(1) read with Regulation 30 and other applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) and Board Meeting Outcome letter dated May 27, 2026, inter alia, intimating date of 38th Annual General Meeting and related information. Pursuant to the Listing Regulations, we enclose herewith the following for your information and records: 1. Notice of the 38th AGM of the Company scheduled to be held on Thursday, August 20, 2026, at 11:00 a.m. (IST) through Video Conference(‘VC’)/Other Audio-Visual Means (‘OAVM’) without physical presence of the members; and 2. Annual Report for the Financial Year ended March 31, 2026. In compliance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable circulars as issued by “Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”), in relation to the subject matter, the AGM Notice and Annual Report has been sent today, only by electronic mode to all the Members whose email addresses are registered with the Depository Participants or the Company. Further, in accordance with Regulation 36(1)(b) of the Listing Regulations, a letter containing the web-link and path to access the Annual Report of the Company was also sent to the registered address of the members whose e-mail addresses were not registered with the Company/ RTA/Depository Participant(s). The members can also access the Annual Report on the Website of the Company www.varroc.com. Key information about the AGM is reproduced below for ready reference: Cut-off date for e-voting Thursday, August 20, 2026 9:00 a.m. (IST) on Monday, August 17, Commencement of Remote e-voting 2026 5:00 p.m. (IST) on Wednesday, August Conclusion of Remote e-voting 19, 2026 From commencement of the AGM till E-voting during AGM conclusion of the AGM Businesses to be transacted by voting Kindly refer the Notice of AGM through electronic means Yours faithfully, For Varroc Engineering Limited Anil Ghatiya Company Secretary & Compliance Officer Membership No. A-16620 Encl: a/a Annual Report 2025-26 WHAT’S INSIDE 04-102 103-228 Corporate Overview Statutory Reports 04 Corporate Snapshot 103 Management Discussion and Analysis 06 Key Highlights 08 Our Journey 117 Board’s Report 10 Geographic Presence 151 Corporate Governance Report 12 Message from Chairman 186 Business Responsibility and Sustainability Reporting 16 Message from Group Chief Financial Officer 20 Performance Highlights 22 What Drives Our Edge 229-459 23 Operating Landscape 25 Varroc’s Diverse Automotive Financial Statements Product Range 229 Standalone 40 Varroc Play In Automotive 335 Consolidated E/E Architecture 48 Value Creation Model 50 Operational Excellence 51 Scaling Connectivity 460-480 52 Engineering Innovation 54 Risk Management Notice 56 Board of Directors 460 38th Annual General Meeting 58 Our ESG Practices 60 Our Materiality Approach and Stakeholder Engagement 62 Our Sustainability Priorities 63 ESG Strategy Framework 65 Corporate Governance 68 Environment 80 Social BRILLIANCE @ SCALE At Varroc, we believe brilliance creates its greatest impact when it is scaled with precision, consistency and purpose. By combining deep engineering expertise with advanced manufacturing, technology and innovation, we transform ideas into intelligent mobility solutions that shape the future of the automotive industry. Brilliance at Scale defines the way Guided by our Safe, Smart and we create value. It reflects our Sustainable philosophy, we combine ability to translate deep engineering innovation, agility and responsible expertise into intelligent solutions, business practices to deliver transform manufacturing excellence meaningful outcomes for customers, into dependable execution and build communities and stakeholders. trusted partnerships that accelerate progress. From conventional With every solution we mobility and electrification to create, we are setting advanced lighting, connected new benchmarks for technologies and intelligent cockpit engineering excellence solutions, we are engineering a portfolio that keeps pace with a at scale. rapidly evolving world. 01 Corporate Overview 02 Statutory Reports 03 Financial Statements Corporate Snapshot The Varroc Advantage We are a global automotive technology company delivering Engineering Brilliance for Safe, Smart & Sustainable Mobility engineering-led mobility solutions backed by advanced manufacturing capabilities. Our portfolio spans electrical and electronic systems, lighting solutions, polymer and metallic components, precision- Consistent Competitive Global engineered powertrain products and intelligent mobility technologies Brilliance Brilliance Brilliance for leading OEMs in the two-wheeler, three-wheeler, passenger vehicle, commercial vehicle and off-highway segments. Innovation Every product Safe Solutions across geographies As mobility transitions towards electrified, connected and intelligent platforms, we are shaping the Mobility across next generation of automotive innovation. By combining engineering excellence, manufacturing Every Line Smart Innovation segments expertise and investments in emerging technologies, we develop safer, smarter and more sustainable mobility solutions while expanding our capabilities in EV components, advanced lighting, telematics Every Delivery Sustainable by design Impact that travels far and driver assistance systems. Vision Mission Precision engineering and Innovation, future-ready A global mindset with deep operational excellence deliver solutions that helps our local understanding powering reliability and quality at customers lead in a rapidly mobility worldwide. scale, every time. evolving world. Create Safe, Smart Be the trendsetter in providing mobility solutions that offer the highest value for & Sustainable money to customers future mobility • Extend India Market leader position in 2W mobility, lighting and driver solutions for everyone. assistance to the world is more than a tagline. • Stay ahead of market in growth and profitability It is embedded across our people, processes, products and partnerships. • Be the Partner of Choice for our valued customers through superior It is how we engineer progress and drive the future of mobility customer experience • Empower and enable all teams committed to speed, excellence, and our values to achieve exceptional success Continue to be a trusted business partner for our customers focused on societal and environmental sustainability. ICE Powertrain E-Mobility Body System HMI Varroc Vision Solutions Solutions Solutions Solutions Connect Sincerity Humility Integrity To speak and act from the heart To walk with everyone To do what is right Lighting Intelligent Cockpit Aftermarket Varroc Smart Passion Self-Discipline Solutions and ADAS Mobility To go the distance against all odds To make it happen 04 05 Annual Report 2025-26 01 Corporate Overview 02 Statutory Reports 03 Financial Statements Key Highlights A Year of Defining Progress 88,905 Mn 9.4% 4.3% Revenue EBITDA Margin PBT Margin 24.2% 0.27x 37 ROCE Net Debt / Equity Manufacturing Facilities 7+ 130+ 5,400+ Global R&D Centres Patent Filings Employees 36% 52,000 30,51,444 kWh Renewable Energy Contributio [Showing first 8,000 characters — download PDF for full document]